Marin Software (MRIN) Form 4: Insider Reports Zero Post-Plan Ownership

Rhea-AI Filing Summary

Christopher A. Lien, CEO and Director of Marin Software Inc. (MRIN), reported cancellations and dispositions of all previously held common stock and option interests under the issuer's confirmed Chapter 11 reorganization plan effective 09/05/2025. The Form 4 shows the Reporting Person disposed of 45,912 shares of common stock (15,727 + 23,737 + 3,214 + 3,214 + 20) and two director option grants (1,428 shares at $90.30 and 10,000 shares at $24), with zero shares or options beneficially owned following the reported transactions. The filing explains the dispositions arose because the confirmed plan cancelled all outstanding common shares and equity awards and contemplates a pro rata distribution to holders following allowance of claims.

Positive

• Form 4 transparently discloses the dispositions and the bankruptcy plan as the cause
• Options were fully vested prior to cancellation (explicitly stated)

Negative

• All outstanding common stock and equity awards were cancelled under the confirmed Chapter 11 plan effective 09/05/2025
• Reporting Person holds zero shares and zero options following the transactions, indicating loss of prior equity holdings

Insights

Securities Analyst

TL;DR: Insider reports complete cancellation of equity positions due to confirmed Chapter 11 plan; Reporting Person ends with no beneficial ownership.

The filing documents that Marin Software's confirmed reorganization plan, effective 09/05/2025, cancelled all outstanding common stock and equity awards, and the reporting person recorded dispositions totaling 45,912 shares and two option grants totaling 11,428 underlying shares, resulting in zero post-transaction ownership. This is a structural capital event rather than a voluntary market sale; liquidity to prior equity holders is described as a pro rata distribution contingent on allowed claims. For investors, the material item is the elimination of legacy equity positions under the bankruptcy plan as explicitly stated in the filing.

Corporate Governance Expert

TL;DR: CEO/director's equity was extinguished under the court-confirmed plan; disclosure aligns with Section 16 reporting rules.

The Form 4 appropriately reports the dispositions and provides trustee/beneficial ownership details for trusts holding shares. It also notes that certain options were fully vested prior to cancellation. The filing ties all disposals to the issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization confirmed on 08/29/25 and effective 09/05/25, which is the operative cause of the ownership changes listed. This is a governance-level change driven by bankruptcy proceedings as stated in the document.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lien Christopher A.

(Last) (First) (Middle)

C/O MARIN SOFTWARE INCORPORATED

149 NEW MONTGOMERY STREET, 4TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARIN SOFTWARE INC [ MRIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/05/2025		J(1)		15,727	D	$0	0	D
Common Stock	09/05/2025		J(1)		23,737	D	$0	0	I	Held by Christopher A. Lien and Rebecca S. Lien, Co-Trustees the Lien Revocable Trust dated 7/8/2003(2)
Common Stock	09/05/2025		J(1)		3,214	D	$0	0	I	Held by the Christopher A. Lien 2013 Annuity Trust dated 2/4/13(3)
Common Stock	09/05/2025		J(1)		3,214	D	$0	0	I	Held by the Rebecca S. Lien 2013 Annuity Trust dated 2/4/13(4)
Common Stock	09/05/2025		J(1)		20	D	$0	0	I	Held by Rebecca Lien(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Director Stock Option (right to buy)	$90.3	09/05/2025		J(1)			1,428	(6)	05/09/2026	Common Stock	1,428	$0	0	D
Director Stock Option (right to buy)	$24	09/05/2025		J(1)			10,000	(6)	05/12/2029	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. Pursuant to the Issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), which was confirmed by the US Bankruptcy Court for the District of Delaware on 8/29/25 & became effective on 9/5/25, all outstanding shares of Issuer common stock (including shares of common stock issuable under equity awards granted under the Issuer's equity incentive plans) & all other options, warrants and rights to acquire common stock, have been cancelled & ischarged, & holders of such equity interests are anticipated to receive a distribution on a Pro Rata basis on account thereof, following the anticipated provision of full recoveries to all Holders of Allowed Claims (all such capitalized terms shall have the meanings ascribed to them as set forth in the Plan filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on 9/5/25).

2. The Reporting Person serves as a co-trustee of the trust.

3. The Reporting Person serves as the trustee of the trust.

4. The Reporting Person's spouse serves as the trustee of the trust.

5. The shares are held by the Reporting Person's spouse.

6. The options are fully vested.

	/s/ Christopher A. Lien by Robert Bertz, Attorney-in-Fact	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Christopher A. Lien report for MRIN?

The Form 4 reports dispositions totaling 45,912 common shares and two option grants representing 11,428 underlying shares, with zero beneficial ownership following the transactions.

Why were the shares and options disposed of on 09/05/2025 for MRIN?

The filing states these actions resulted from the issuer's confirmed Chapter 11 reorganization plan, which cancelled all outstanding common stock and equity awards effective 09/05/2025.

Does Christopher A. Lien retain any MRIN equity after the reported transactions?

No. The Form 4 shows zero shares and zero options beneficially owned following the reported transactions.

Were the director options exercisable or vested before cancellation?

Yes. The filing explicitly states the options were fully vested prior to cancellation.

What documentation does the Form 4 reference for the cancellations?

It references the Issuer's Second Amended Combined Disclosure Statement and Plan of Reorganization confirmed by the US Bankruptcy Court and effective 09/05/2025.